SecProbe.io

United States securities and exchange commission logo
September 20, 2023
Wu Haimei
Chief Executive Officer
Baird Medical Investment Holdings Limited
Room 202, 2/F, Baide Building, Building 11, No.15
Rongtong Street, Yuexiu District, Guangzhou, People's Republic of China
Re:Baird Medical Investment Holdings Limited
Registration Statement on Form F-4
Filed August 21, 2023
File No. 333-274114
Dear Wu Haimei:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 Filed August 21, 2023
Cover Page
1.We note your cover page disclosure that PubCo will be a “controlled company” under the
listing rules of Nasdaq and may be exempt from certain corporate governance
requirements other than those exemptions available to foreign private issuers. Please
revise to disclose on the cover page and in the prospectus summary whether you intend to
rely on any exemptions as a controlled company and identify the controlling shareholder
and the shareholder's total voting power. We refer to your disclosure on page 135.
2.Given that the Nasdaq listing approval as a closing condition is waivable, please revise
your cover page to prominently disclose that shareholders will not have certainty at the
time they vote regarding whether the PubCo ordinary shares will be listed on a national
securities exchange following the business combination. Please revise your risk factor on

 FirstName LastNameWu Haimei
 Comapany NameBaird Medical Investment Holdings Limited
 September 20, 2023 Page 2
 FirstName LastName
Wu Haimei
Baird Medical Investment Holdings Limited
September 20, 2023
Page 2
page 122 accordingly.
3.We note your disclosure that "[b]ecause most of the operations of PubCo will be
conducted in Mainland China through its wholly-owned subsidiary Tycoon and its
subsidiaries, the business is subject to PRC laws and regulations and supervision and
potential intervention by the Chinese government," and your cross reference to your risk
factors.  Please revise your disclosure to more clearly highlight that, because the business
is subject to PRC laws and regulations, there are legal and operational risks associated
with being based in or having the majority of the company's operations in China.  In
addition, we note your disclosure that "potential intervention by the Chinese government .
. . could result in a material change in The Target Group's operations and/or the value of
PubCo's Ordinary Shares after the Business Combination."  Given that you are also
registering PubCo warrants on this registration statement, please revise this disclosure,
as appropriate, to include a reference to PubCo warrants.
4.On your cover page, state whether any transfers, dividends, or distributions have been
made to date between the holding company and its subsidiaries, or to investors, and
quantify the amounts where applicable. Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.  As a related matter,
please amend the disclosure in your Summary of the Proxy Statement/Prospectus to
include a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and the direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.
Questions and Answers for Stockholders of ExcelFin, page 17
5.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

 FirstName LastNameWu Haimei
 Comapany NameBaird Medical Investment Holdings Limited
 September 20, 2023 Page 3
 FirstName LastName
Wu Haimei
Baird Medical Investment Holdings Limited
September 20, 2023
Page 3
Q: Did Board obtain a fairness opinion in determining whether or not to proceed with the
Business Combination?, page 20
6.We note your disclosure that you did not obtain a fairness opinion. Here and as
appropriate throughout your filing, please provide additional detail describing the
qualifications and "substantial experience" of your board that allowed them
to determine that the business combination agreement and the transactions thereby are
advisable and in the best interests of shareholders, and recommend that stockholders
approve the business combination.
Q: What equity stake will current stockholders of ExelFin and Baird Medical hold in PubCo after
the Closing?, page 21
7.We note your disclosure on page 24 relating to the potential impact of redemptions on the
per share value of the shares owned by non-redeeming shareholders. Please revise to
include a sensitivity analysis showing a range of redemption scenarios, including at least
one interim redemption level.
Q: If I am a warrants holder, can I exercise redemption rights with respect to my warrants?, page
30
8.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Summary of the Proxy Statement/Prospectus, page 35
9.Please revise your description of Baird Medical to address the following issues:

•You disclose on page 73 that Baird Medical has obtained one registration certificate
for microwave ablation therapeutic apparatus under Class III, one registration
certificate for microwave ablation needles under Class III and one registration
certificate for microwave ablation needles under Class II. Revise to disclose the
specific products for which and when Baird Medical obtained Class II and III
registration certificates here and elsewhere in the prospectus.

•We note your disclosure on page 73 that in addition to the registration certificates,
companies engaging in manufacturing of Class II and Class III medical devices are
required to obtain and maintain a Manufacture License for medical devices. You also
disclose on page 246 that Baird Medical has obtained the Manufacture License for
Class II and III medical devices for its existing microwave ablation products in
China. Please revise to clarify when Baird Medical obtained such Manufacture
Licenses and the expiration dates of such licenses.

 FirstName LastNameWu Haimei
 Comapany NameBaird Medical Investment Holdings Limited
 September 20, 2023 Page 4
 FirstName LastName
Wu Haimei
Baird Medical Investment Holdings Limited
September 20, 2023
Page 4
The Combined Company and Baird Medical's Structure before and after the Business
Combination, page 36
10.Your diagram at the top of page 37 indicates that Auto King International Limited will
own 59.94% of Betters Medical Investment Holdings Limited, which will own 75% of
PubCo.  Please revise your disclosure in this section to discuss, as you do on page 312,
that Auto King is controlled by Wu Haimei, and discuss any related conflicts of interest.
Sources and Uses of Funds for the Business Combination, page 45
11.We understand that UBS Securities and KeyBanc Capital Markets Inc., two of the
underwriters in your SPAC IPO, intend to waive the deferred underwriting commissions
that would otherwise be due to them upon the closing of the business combination. Please
disclose how these waivers were obtained and why the parties agreed to these waivers.
Make conforming changes to your disclosure in the Background of the Business
Combination.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION,
page 62
12.Please update the pro forma financial information provided to included a pro forma
balance sheet as of June 30, 2023 as well as a pro forma statement of operations for the six
months ended June 30, 2023.
13.We note your disclosures in notes F and J on page 68 indicating that the Earnout shares
did not qualify for equity treatment as the provisions contained a change of control
feature, which is not an assumption in the fixed-to-fixed model.  Please further expand
your disclosures to clarify the specific terms that resulted in your determination that they
should treated as a liability classified instrument pursuant to your consideration of ASC
815-40.  Please also disclose and discuss the potential impact of the shares on future
results and provide a sensitivity analysis that quantifies the potential impact that changes
in the per share market price of the post combination common stock could have on the pro
forma financial statements.  Refer to Article 11-02(b)(10) of Regulation S-X.
14.We note your discussion of agreements that will terminate upon the business combination
as discussed on page 282.  Please address what consideration was given to reflecting these
agreements in your pro forma financial information.
15.Your disclosures on page 172 indicate that two of the underwriters in the ExcelFin IPO,
informally notified ExcelFin that, in connection with the Business Combination, they were
waiving their right to receive any deferred underwriting fees arising out of the ExcelFin
IPO.  Given your characterization of this as an informal notification, please disclose your
basis for reflecting this waiver in the pro forma financial information.  Refer to Rule 11-
02 of Regulation S-X.

 FirstName LastNameWu Haimei
 Comapany NameBaird Medical Investment Holdings Limited
 September 20, 2023 Page 5
 FirstName LastName
Wu Haimei
Baird Medical Investment Holdings Limited
September 20, 2023
Page 5
Comparative Share Information, page 71
16.Please provide all of the disclosures required by Item 3(f) of Part I.A of the Form F-4,
including equivalent pro forma per share data.  Please clearly disclose the exchange ratio
used to calculate these amounts.
Risk Factors Relating to Baird Medical's Business and Industry, page 72
17.We note your disclosure on page 82 that Baird Medical plans to expand its presence in
foreign and emerging markets as part of its business strategy. Please expand your
disclosure to specify the jurisdictions, the addressable market for microwave ablation
medical devices in such jurisdictions and the expected timeline for Baird Medical's
business strategy.
Baird Medical has engaged in transactions with related parties . . ., page 82
18.We note your disclosure that "[t]he other two Electing Preference Shares Holders’
repurchase requests remain outstanding," and your disclosure on page 94 that "[t]he
expenditure of cash that may be necessary to repurchase the remaining Preference Shares
Holders, if redeemed by the Company, may adversely affect Baird Medical’s financial
position."  Please provide an estimate of the amount of cash that would be necessary to
repurchase the relevant preference shares, if estimable and material.
Recently enacted and future legislation . . ., page 86
19.We note your disclosure that "a number of legislative and regulatory changes and
proposed changes regarding medical device industry may affect the approval processes of
Baird Medical's pipeline products and the inclusion of certain approved activities in the
regulatory supervision system."  You also provide an example describing regulatory pilot
programs initiated in 2021. Please briefly describe any of the other relevant legislative and
regulatory changes and proposed changes, if material.
If Baird Medical fails to comply . . ., page 87
20.We note your disclosure that Baird Medical's subsidiaries were previously determined to
have not maintained the management ledger of the industrial solid waste of two
manufacturing sites within the PRC, and such non-compliance events may result in these
subsidiaries being subject to certain penalties, being requested to rectify the non-
compliance and return any gains resulting form the non-compliance. Please provide an
estimate of the liability to which these subsidiaries could potentially be subject, if material
and estimable.
Obtaining and maintaining Baird Medical's patent protection . . ., page 92
21.We note your disclosure that "Baird Medical has in the past lost rights to one or more
patents for failure to comply with the various renewal requirements and fees necessary to

 FirstName LastNameWu Haimei
 Comapany NameBaird Medical Investment Holdings Limited
 September 20, 2023 Page 6
 FirstName LastNameWu Haimei
Baird Medical Investment Holdings Limited
September 20, 2023
Page 6
maintain those rights."  Please affirmatively disclose whether Baird Medical is compliant
with respect to its currently-held patents.
If Tycoon fails to implement and maintain . . ., page 94
22.We note your disclosure that "Tycoon has adopted and will adopt further measures to
improve its internal control over financial reporting."  Please briefly describe the remedial
measures adopted by Tycoon and the measures Tycoon intends to adopt to improve its
internal controls.
Risks Related to Doing Business in China, page 96
23.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, please describe any material impact
that intervention or control by the PRC government has or may have on your business or
on the value of your securities. We refer to your disclosure on pages 101 and elsewhere in
the prospectus that the PRC government “intervenes to optimize China’s economy,” has
“implemented various measures to encourage economic growth,” and may “strengthen
oversight” over your operations. We remind you that, pursuant to federal securities rules,
the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.”
24.Revise your risk factor disclosure, where appropriate, to discuss the risk that rules and
regulations in China can change quickly with little advance notice.
The CSRC has recently released . . ., page 100
25.We note your disclosure that you believe the Business Combination will be considered an
indirect offering and you will be subject to the filing requirements under the Trial
Measures.  Please revise your disclosure to clarify whether you have begun the process of
filing with the CSRC and the current status of any relevant filings with the CSRC.
Actions by the government of China to exert more supervision over offerings . . ., page 104
26.We note your disclosure on page 104 that as confirmed by your PRC counsel, the Chinese
Securities Regulatory Commission’s (the “CSRC”) approva